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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 1997
CCA Prison Realty Trust
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(Exact name of registrant as specified in its charter)
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Maryland 1-13049 62-1689525
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of organization) Identification No.)
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2200 Abbott Martin Road, Suite 201
Nashville, Tennessee 37215
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 460-7452
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Item 2. Acquisition of Assets.
On July 18, 1997, CCA Prison Realty Trust, a Maryland real estate
investment trust (the "Company") acquired the following nine correctional and
detention facilities from Corrections Corporation of America, a Tennessee
corporation ("CCA"), and certain of its subsidiaries for an aggregate purchase
price of $308.1 million:
Houston Processing Center located in Houston, Texas;
Laredo Processing Center located in Laredo, Texas;
Bridgeport Pre-Parole Transfer Facility, located in Bridgeport, Texas;
Mineral Wells Pre-Parole Transfer Facility, located in Mineral Wells, Texas;
West Tennessee Detention Facility, located in Mason, Tennessee;
Leavenworth Detention Center, located in Leavenworth, Kansas;
Eloy Detention Center, located in Eloy, Arizona;
Central Arizona Detention Center, located in Florence, Arizona; and
T. Don Hutto Correctional Center, located in Taylor, Texas.
Additionally, on July 28, 1997, the Company exercised its option to purchase the
Northeast Ohio Correctional Center, located in Youngstown, Ohio from CCA. The
Company acquired the Northeast Ohio Correctional Center from CCA for a purchase
price of $70.1 million. The Company purchased a 100% interest in the real
property and all tangible personal property associated with each of the
facilities from CCA. The real and personal property associated with each of the
facilities was used by CCA in the ownership and operation of correctional and
detention facilities. The Company will continue to use the property in the same
manner by leasing each of the facilities back to CCA who will use the property
in the operation of correctional and detention facilities.
The purchase price of all of the facilities except for the T. Don Hutto
Correctional Center and the Northeast Ohio Correctional Center was based on an
evaluation of the current and anticipated cash flows and operating results of
the facilities. Because the T. Don Hutto Correctional Center and the Northeast
Ohio Correctional Center were completed in January and June of 1997,
respectively, the purchase prices were calculated as CCA's approximate cost of
developing, constructing and equipping the facility, plus 5% of such costs. The
source of funds for the purchase price of the facilities from CCA was a portion
of the Company's sale of an aggregate of 21,275,000 common shares in its initial
public offering.
Simultaneously with the acquisition of each of the facilities by the
Company, the Company entered into agreements with CCA to lease the facilities
back to CCA pursuant to long-term, non-cancelable triple net leases which
require CCA to pay all operating expenses, taxes, insurance and other costs. All
of the leases provide for base rent with certain annual escalations and have
primary terms ranging from 10-12 years which may be extended at the fair market
rates for three additional five-year periods upon the mutual agreement of the
Company and CCA.
Doctor R. Crants is the chairman of the Board of Directors and Chief
Executive Officer of CCA and the Chairman of the Board of Trustees of the
Company. D. Robert Crants, III, President and a member of the Board of Trustees
of the Company, is the son of Doctor R. Crants. Doctor R. Crants and D. Robert
Crants, III, as well as certain other trustees or officers of the Company or
directors or officers of CCA, may also own, directly or indirectly, shares in
both companies.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
a. Financial Statements of Businesses Acquired. Pursuant to Rule 12b-23
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Company hereby incorporates by reference the consolidated
financial statements included in its Prospectus filed with the
Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"), via EDGAR on July 15, 1997,
Registration No. 333-25727.
b. Pro Forma Financial Information. Pursuant to Rule 12b-23 of the
Exchange Act the Company hereby incorporates by reference the
pro-forma financial statements included in its Prospectus filed with
the Commission pursuant to Rule 424(b)(1) of the Securities Act via
EDGAR on July 15, 1997, Registration No. 333-25727.
c. Exhibits
1. Pursuant to Rule 12b-32 of the Securities Exchange Act of 1934,
as amended, the Company hereby incorporates by reference the
following exhibits to its Registration Statement on Form S-11 and
S-3 as filed with the Commission, Registration No. 333-25727:
(a) Exhibit 2 - Agreement of Sale and Purchase Between the
Company and CCA;
(b) Exhibit 10.1(a) - Option Agreement Between the Company and
CCA with respect to the Northeast Ohio Correctional Center;
(c) Exhibit 10.2 - Form of Master Agreement to Lease Between the
Company and CCA; and
(d) Exhibit 10.3 - Form of Lease Between the Company and CCA
with respect to the Leased Properties.
2. Lease Agreement Between the Company and CCA with respect to the
Northeast Ohio Correctional Center.
3. News Release dated July 15, 1997 regarding the pending purchase
of nine correctional and detention facilities by the Company from
CCA.
4. News Release dated July 29, 1997 regarding the purchase of the
Northeast Ohio Correctional Center by the Company from CCA.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
CCA PRISON REALTY TRUST
By: /s/ D. Robert Crants, III
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Name: D. Robert Crants, III
Title: President
Date: August 4, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CCA PRISON REALTY TRUST
EXHIBITS
TO CURRENT REPORT ON
FORM 8-K DATED JULY 18, 1997
Commission File Number 1-13049
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Exhibit Index
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Exhibit No. Description Page No.
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Exhibits 10.1 - 10.4 are incorporated by reference to the Company's
Registration Statement on Forms S-11 and S-3 as filed with the Commission,
Registration No. 333-25727.
10.1 Exhibit 2 - Agreement of Sale and Purchase Between the
Company and CCA; --
10.2 Exhibit 10.1(a) - Option Agreement Between the Company
and CCA with respect to the Northeast Ohio
Correctional Center; --
10.3 Exhibit 10.2 - Form of Master Agreement to Lease
Between the Company and CCA; --
10.4 Exhibit 10.3 - Form of Lease Between the Company and CCA
with respect to the Leased Properties; --
10.5 Lease Agreement Between the Company and CCA
with respect to the Northeast Ohio Correctional Center; E-1
99.1 News Release dated July 15, 1997 regarding the pending
purchase of nine correctional and detention facilities by
the Company from CCA; E-10
99.2 News Release dated July 29, 1997 regarding the purchase of the
Northeast Ohio Correctional Center by the Company from CCA E-12
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EXHIBIT 10.5
LEASE AGREEMENT
(YOUNGSTOWN)
THIS LEASE AGREEMENT ("Lease") dated as of the 28th day of July, 1997,
by and between CCA PRISON REALTY TRUST, a Maryland real estate investment trust
("Landlord") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation
("Tenant").
RECITALS
WHEREAS, Tenant (or one of Tenant's affiliates) has concurrently
conveyed to Landlord the property described in Exhibit A hereto, and Landlord
and Tenant desire that Landlord lease such property back to Tenant; and
WHEREAS, Landlord and Tenant have entered into a Master Agreement to
Lease of even date herewith (the "Master Agreement") which sets forth certain
agreements of the parties with respect to the lease of various properties
including the property that is the subject of this Lease;
NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein, Landlord and Tenant agree as
follows:
ARTICLE I
PREMISES AND TERM
1.1 Leased Property. Landlord hereby leases to Tenant and Tenant leases
from Landlord the Land located in the City of Youngstown, Mahoning County, State
of Ohio, described in Exhibit A hereto, and all Improvements, Fixtures, and
Personal Property thereon or thereto (each as defined in the Master Agreement,
and, together with said Land, the "Leased Property"); such Leased Property
collectively known and described at the date hereof as the Northeast Ohio
Correctional Center;
SUBJECT, HOWEVER, to the lien of the mortgage debt described in Exhibit
B hereto, if any, and to all easements, liens, encumbrances, restrictions,
agreements, and other title matters existing as of the date hereof and listed in
Exhibit C hereto (collectively the "Permitted Exceptions").
1.2 Term. The initial term (the "Fixed Term") of the Lease shall be for
a fixed term of ten (10) years commencing on July 28, 1997 (the "Commencement
Date") and expiring on July 27, 2007 (the "Expiration Date"). The Term of this
Lease may be renewed on the mutual agreement of Landlord and Tenant as follows:
(i) provided that Tenant gives Landlord notice on or before the date which is
six (6) months prior to the Expiration Date, upon the mutual agreement of
Landlord and Tenant, the Lease shall be renewed for one (1) additional five (5)
year term (the "Extended Term") on the same terms and provisions (other than
with respect to renewal) as the Fixed Term, as set forth in the Lease; (ii)
provided that Tenant gives Landlord notice on or before the date which is six
(6) months prior to the expiration of the Extended Term, upon the mutual
agreement of Landlord and
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Tenant, the Lease shall be renewed for one (1) additional five (5) year term
(the "Second Extended Term") on the same terms and provisions (other than with
respect to renewal) as the Fixed Term, as set forth in the Lease; and (iii)
provided that Tenant gives Landlord notice on or before the date which is six
(6) months prior to the expiration of the Second Extended Term, upon the mutual
agreement of Landlord and Tenant, the Lease shall be renewed for one (1)
additional five (5) year term (the "Third Extended Term") on the same terms and
provisions (other than with respect to renewal) as the Fixed Term, as set forth
in the Lease. Tenant's right to so extend the Term of the Lease is conditioned
on Landlord's prior approval of the Extended Term, Second Extended Term, or
Third Extended Term, as the case may be. The term "Term" used in this Agreement
means the Fixed Term, Extended Term, Second Extended Term and Third Extended
Term, as appropriate. The term "Lease Year" means each twelve (12) month period
during the Term commencing on January 1 and ending on December 31, except the
first Lease Year of each Lease shall be the period from the Commencement Date
through the following December 31, and the last Lease Year shall end on the date
of termination of the Lease if a day other than December 31. Landlord may
terminate this Lease prior to the expiration of the Term hereof, at any time
following the date which is five (5) years from the date hereof, upon written
notice to Tenant not less than eighteen (18) months prior to the effective date
of such termination.
ARTICLE II
RENT
2.1 Base Rent. Tenant shall pay Landlord Base Rent for the Term in
advance in consecutive monthly installments payable on the first day of each
month during the Term, the Extended Term, Second Extended Term and the Third
Extended Term, commencing on the Commencement Date, in accordance with the Base
Rent Schedule attached hereto as Exhibit D. If the Commencement Date or the
Expiration Date shall be other than on the first day of a calendar month, the
initial (or final, as appropriate) monthly installment of Base Rent payable
pursuant to the Lease shall be prorated for the number of days until, in the
case of this initial monthly installment, the first day of the calendar month
following the Commencement Date and, in the case of the final monthly
installment, the Expiration Date.
2.2 Additional Rent. The Base Rent shall be subject to such increases
over the Term as determined pursuant to Section 2.02 of the Master Agreement.
2.3 Other Additional Rent. Tenant shall also pay all Other Additional
Rent with respect to the Leased Property, as set forth in the Master Agreement.
ARTICLE III
OTHER TERMS AND CONDITIONS
3.1 Master Agreement Incorporated Herein. All provisions of the Master
Agreement (except any provisions expressly therein not to be a part of an
individual lease of leased property) are hereby incorporated in and are a part
of this Lease of the Leased Property.
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3.2 Recordation. At the request of Landlord or Tenant, a short form
memorandum of this Lease may be recorded in the real estate records of any
county which Landlord or Tenant deems appropriate in order to provide legal
notice of the existence hereof.
IN WITNESS WHEREOF, the Landlord and the Tenant have executed this
Lease or caused the same to be executed by their respective duly authorized
officers as of the date first set forth above.
CCA PRISON REALTY TRUST
By: /s/ Michael W. Devlin
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Title: Chief Development Officer
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CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
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Title: Chairman and Chief Executive Officer
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EXHIBIT A
PARCEL I
Situated in the City of Youngstown, County of Mahoning and State of Ohio: And
known as being all of Youngstown City Lot Number 62018 as shown on Consolidation
Plat recorded at Plat Book 92, page 194, Mahoning County Records.
PARCEL II
Situated in Section No. 4 and Section No. 5 Liberty Township, Trumbull County,
State of Ohio: And being more fully described as follows:
Beginning at the intersection of the centerline of Youngstown-Hubbard Road (U.S.
62 & S.R. 7) with the southerly line of Trumbull County; thence North
eighty-nine degrees fifty-five minutes six seconds West (S. 89 degrees 55' 06"
W.), along the line between Trumbull and Mahoning County, for a distance of one
thousand one hundred seventy-eight and 28/100 (1178.28) feet to an iron pin set
at the True Place of Beginning for the tract of land described herein; thence
continuing South eighty-nine degrees fifty-five minutes six seconds West (S. 89
degrees 55' 06" W.) along said County line, for a distance of one thousand seven
hundred seventy-seven and 93/100 (1777.93) feet to an iron pin set on the
easterly line of the Consolidated Rail Corporation; thence along the easterly
line of the Consolidated Rail Corporation by the arc of a curve to the right
having a radius of one thousand one hundred sixteen and 28/100 (1116.28) feet, a
central angle of twenty-two degrees sixteen minutes seventeen seconds (22
degrees 16' 17"), a chord bearing of North seventeen degrees thirty-eight
minutes thirty-one seconds East (N. 17 degrees 38' 31" E.), and a chord length
of four hundred thirty-one and 18/100 (431.18) feet, for an arc distance of four
hundred thirty-three and 91/100 (433.91) feet to a 5/8" rebar found; thence
North twenty-eight degrees forty-six minutes thirty-nine seconds East (N 28
degrees 46' 39" E.), and continuing along said easterly Consolidated Rail
Corporation line, for a distance of eight hundred ninety-one and 3/100 (891.03)
feet to a railroad rail on end found on the southerly line of a tract of land
conveyed to Edward C. Margala and Charles E. Margala by instrument of record in
Deed Book O.R. 431 at Page 678 of the Deed Records of Trumbull County; thence
South sixty-nine degrees four minutes forty-six seconds East (S. 69 degrees 04'
46" E.), along the southerly line of said Margala, for a distance of eight
hundred forty-six and 45/100 (846.45) feet to a point which is located North
sixty-nine degrees four minutes forty-six seconds West (N. 69 degrees 04' 46"
W.), a distance of 12/100 (0.12) feet from a 5/8" iron pin found; thence South
one degree four minutes fifty-seven seconds East (S. 01 degrees 04' 57" E.), and
continuing along said Margala line, for a distance of five hundred thirty-six
and 58/100 (536.58) feet to point which is located North eighty-six degrees
sixteen minutes twenty-seven seconds East (N. 86 degrees 16' 27" E.), a distance
of three and 22/100 (3.22) feet from a 2" pipe found; thence South seventy-seven
degrees thirty-nine minutes fifty-six seconds East (S. 77 degrees 39' 56" E.),
and continuing along said Margala southerly line, for a distance of four hundred
twenty-three and 24/100 (423.24) feet to an iron pin set; thence South zero
degrees fifty-three minutes twenty-three seconds East (S. 00 degrees 53' 23"
E.), for a distance of two hundred sixty and 24/100 (260.24) feet to the
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True Place of Beginning, and containing thirty and 566/1000 (30.566) acres, more
or less, and being three and 963/1000 (3.963) acres in Section No. 4 and
twenty-six and 603/1000 (26.603) acres in Section 5, in the Township of Liberty,
County of Trumbull.
"North" for this description is based on the deed from G.F. Corporation and G.F.
Furniture Systems, Inc. to the City of Youngstown, as recorded in Deed Book O.R.
753 at Page 113 of the Deed Records of Trumbull County, and is assumed to be
correct.
All iron pins noted as being set throughout this description are 5/8" x 30"
rebar with plastic I.D. cap.
Northeast Ohio Correctional Center
Youngstown, Mahoning County, Ohio
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EXHIBIT B
Mortgage Debt
Property: Northeast Ohio Correctional Center
This property is subject to the following Mortgage Debt:
That certain deed of trust of First Union National Bank of Tennessee, as
Administrative Agent, dated July 28, 1997.
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EXHIBIT C
Permitted Exceptions
Property: Northeast Ohio Correctional Center
Mahoning County:
1. All legal highways.
2. All taxes and assessments for the year 1997, a lien but not
yet due and payable.
3. Easement and/or Right-of-Way granted to Ohio Edison Company,
by instrument recorded in OR 3039, page 285, Mahoning County
Records.
4. Easement and/or Right-of-Way granted to The East Ohio Gas
Company, by instrument recorded in OR 3106, page 95, Mahoning
County Records.
5. Easement and/or Right-of-Way granted to Ohio Edison Company,
by instrument recorded in OR 3169, page 267, Mahoning County
Records.
6. Dedicated Right-of-Way as shown on Consolidation Plat
recorded at Plat Book 92, page 194, Mahoning County Records.
7. Restrictions, rights, covenants set forth in Development
Agreement (unrecorded), and Rights of Reverter, all as
contained in Deed recorded at OR 2842, page 57, Mahoning
County Records.
8. All matters shown on the ALTA Survey, dated April 28, 1997,
as revised July 24, 1997, by Robert J. Warner, R.P.S. No.
6931, Environmental Design Group, 450 Grant Street, Akron,
Ohio 44311-1183, Proj. No. 424001.
Trumbull County:
1. All legal highways.
2. All taxes and assessments for the year 1997, a lien but not
yet due and payable.
3. Restrictions, rights, covenants set forth in Development
Agreement (unrecorded), and Rights of Reverter, all as
contained in Deed recorded at OR 1007, page 342, Trumbull
County Records.
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4. All matters shown on the ALTA Survey, dated April 28, 1997,
as revised July 24, 1997, by Robert J. Warner, R.P.S.
No. 6931, Environmental Design Group, 450 Grant Street,
Akron, Ohio 44311-1183, Proj. No. 424001.
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EXHIBIT D
Base Rent Schedule
Property: Northeast Ohio Correctional Center
Tenant will pay to Landlord annual Base Rent of $7,717,160.00, payable
in equal monthly installments of $643,096.66.
Base Rent for the Extended Term, Second Extended Term and Third
Extended Term shall be equal to the fair market rental value of the Leased
Property as of the respective commencement dates thereof.
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EXHIBIT 99.1
CCA PRISON REALTY TRUST PRICES OFFERING
OF 18,500,000 COMMON SHARES AT $21.00 PER SHARE
NASHVILLE, Tenn., July 15, 1997 -- CCA Prison Realty Trust, a Maryland real
estate investment trust (the "Company") (NYSE: PZN), today announced that its
underwritten offering of 18,500,000 common shares, $0.01 par value per share,
has been priced at $21.00 per share, raising net proceeds from the sale of its
shares (the "Offering") to finance the purchase of nine correctional and
detention facilities from Corrections Corporation of America and for working
capital and general corporate purposes. The Company also expects to use a
portion of the net proceeds to exercise its option to purchase one additional
correctional and detention facility at, or shortly after, consummation of this
Offering. The Company has granted the underwriters an option to purchase up to
2,775,000 additional shares to cover over-allotments with respect to the
offering.
J.C. Bradford & Co., A.G. Edwards & Sons Inc., Legg Mason Wood Walker
Inc., Lehman Brothers Inc., PaineWebber Inc. and Stephens Inc. are the managing
underwriters of the Offering. The shares have been authorized for listing on the
New York Stock Exchange under the symbol PZN, subject to official notice of
issuance.
The Company is based in Nashville and intends to qualify as a real
estate investment trust under the Internal Revenue Code. The Company's business
is to acquire and own correctional and detention facilities from both private
prison managers and government entities.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in
any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Copies of
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the prospectus relating to the offering may be obtained from any of the managing
underwriters, J.C. Bradford & Co., 330 Commerce Street, Nashville, Tenn. 37201;
A.G. Edwards & Sons Inc., 3399 Peachtree Road, Atlanta, Ga. 30326; Legg Mason
Wood Walker Inc., 111 South Calvert Street, 20th Floor, Baltimore, Md. 21202;
Lehman Brothers Inc., 200 Vesey Street, New York, N.Y. 10285; PaineWebber Inc.,
1285 Avenue of the Americas, 19th Floor, New York, N.Y. 10019; or Stephens Inc.,
111 Center Street, Little Rock, Ark. 72201.
Contact: CCA Prison Realty Trust, Nashville, Linda Kelley, 615/460-7452
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EXHIBIT 99.2
CCA PRISON REALTY TRUST ACQUIRES
NORTHEAST OHIO CORRECTIONAL CENTER
NASHVILLE, Tenn., July 29, 1997 -- CCA Prison Realty Trust, a Maryland real
estate investment trust (NYSE: PZN), announced today that it has acquired the
Northeast Ohio Correctional Center in Youngstown, Ohio from Corrections
Corporation of America.
CCA Realty will lease the $70 million, medium security correctional
facility back to Corrections Corporation of America at an initial lease rate of
11%, yielding $7.7 million in annual rent. Corrections Corporation of America
will continue to manage the 2,106 bed facility under a ten-year, "triple net"
lease, paying all operating expenses, taxes, insurance and other costs.
Earlier this month, CCA Realty announced the purchase of nine other
facilities formerly owned by Corrections Corporation of America with proceeds
from an initial public offering that netted the company approximately $413
million. The latest acquisition in Ohio was also purchased with proceeds from
the offering.
CCA Prison Realty Trust is based in Nashville, Tennessee and intends to
qualify as a real estate investment trust under the Internal Revenue Code. The
company's business is to acquire and own correctional and detention facilities
from both private prison managers and government entities. CCA Realty currently
owns ten facilities including five in Texas, two in Arizona, and one in
Tennessee, Kansas and Ohio.
This press release contains forward-looking statements that involve
risks and uncertainties. Actual results could differ materially from those
contained in these forward-looking statements due to certain factors. These and
other risks and uncertainties are detailed in the company's reports filed with
the SEC.
Contact: CCA Prison Realty Trust, Nashville, Linda Kelley, 615/460-7452
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